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Canadian Public Venture Finance Announces Qualifying Transaction
MONTREAL, QUEBEC--(CCNMatthews - March 15, 2005) - Canadian Public Venture Finance I Inc. (TSX VENTURE:NNN.P) ("Finance I" or the "Corporation") today announced details concerning its proposed Qualifying Transaction involving a business combination (the "Business Combination") with Extenway Solutions Inc. ("Extenway").
About Extenway
Extenway is a private technology company based in Montreal, Quebec that specializes in the development of software and hardware products for the lodging industry. Extenway provides a comprehensive in-room workstation with easy and instant access to email, the Internet and television on a digital, high-definition flat screen while at the same time providing the hotel with an enterprise management software solution that allows for better management of the hotel and staff operations (the "Extenway Solution"). Using patent-pending, proprietary television and computer technologies, Extenway offers a product enabling true computer, high-resolution HDTV-compliance, and digital television capabilities in a hotel room.
Extenway's products are designed to provide hotels with the ability to operate their business more profitability, bring their guests a superior digital entertainment experience, enable them to work on business documents in the privacy of their rooms, and provide the hotel owners/management more information on the habits of their guests, all on one integrated platform.
Extenway is positioning itself as a supplier to the lodging industry of the following services:
- In-room high speed Internet;
- In-room video-on-demand;
- In-room computer network;
- Software and upgrades;
- Cable Television;
- Television maintenance; and
- Consulting services.
Extenway sells, installs, integrates, manages, maintains and supports its products and associated technologies and activities. The Extenway Solution integrates specific applications designed to accommodate the needs of hoteliers and is thus an effective tool in helping streamline the management of the hotel's day-to-day operations. The Extenway Solution allows the hotel to track information on its guests' specifics actions and preferences, and manage it using the hotel's customer relations management software. Extenway also offers a precise, real-time inventory management solution that interfaces with the hotel's existing property management system or housekeeping manager's PC.
Management of Extenway believes the key advantages of the Extenway Solution are as follows:
- Superior in-room information;
- A superior HDTV entertainment experience;
- A virtual business office and computer in every guest room;
- Extensive knowledge of guests preferences by hotel management that is captured by the hotels' database server;
- Additional revenue streams that increases the hotel's revenue per available room; and
- Information technology and software applications that provides hoteliers the opportunity to manage their staff more efficiently and reduce their many operating expenses.
Products of Extenway
The Extenway Solution is comprised of three functional units including: (i) an LCD widescreen digital display, a remote control, and a wireless keyboard located in the hotel room; (ii) an on-site network and applications server; and (iii) a network operating system and support centre. Some of the possible features of the Extenway Solution, depending on the particular hotel requirements and capabilities, include:
- Basic local TV channels;
- High Speed Internet Access;
- Scalable technology that supports high-resolution television signals and HDTV;
- Multitasking features enabling users to surf the net and watch TV simultaneously;
- Business centre in every room, with full MS Office capabilities;
- CRM and billing interface capabilities (tracking of all buttons pressed on the remote or keyboard);
- Access to widely used e-mail services such as MSN Hotmail, AOL and Yahoo mail, to open attachments;
- Web-based games;
- Interactive concierge services;
- Staff management and training applications;
- Printing capabilities;
- Marketing of hotel merchandise and services;
- Room service via the media digital display;
- Information on third-party vendors: tour operators, car/bus services, movie theatres, golf courses;
- Laptop hookup to high-speed Internet;
- On-screen account review;
- Express checkout;
- Guest survey;
- Multilingual capabilities;
- Interface capabilities electronic devices (including door lock, mini-bar and thermostat);
- List of local events and attractions;
- Easy-to-use booking application for upcoming hotel stays;
- Ability to promote the hotel's restaurants, bars, room service and/or mini-bar; and
- Ability to list meetings and events being held in conference rooms, with corresponding schedules available exclusively to registered attendees.
Extenway Market
Extenway intends to capitalize on the demand for hotels to differentiate themselves from their competitors, increase their revenue, and reduce their overall operational expenses. Extenway has launched its services to lodging properties that are being newly constructed, renovated or re-branded in the upscale and luxury hotel/resort markets in North America.
According to the American Hotel and Lodging Association, the North American hotel market is a $110 billion industry that is made up of 49,000 properties representing 4.7 million rooms. The number of hotel rooms is expected to grow by 1.5% consistently during the next few years. The luxury and upscale tiers of the North American hold market are composed of the top 30% of rooms (i.e., the top 15% is luxury and the next 15% is upscale) or 1.4 million rooms, according to Lodging Econometrics, Inc.
According to Lodging Econometrics, Inc., there is currently a total of 920,000 rooms that are planned for new construction, refurbishing or re-branding within North America in all market segments over the next five years.
Current Customers of Extenway
Pursuant to its initial pilot program, Extenway has installed the Extenway Solution in one hotel located in Montreal, Quebec and is currently installed in 136 rooms.
Business Model of Extenway
Extenway's business model is based on three revenue streams. Extenway sells the hardware, principally LCD screens and backend servers, to the hotel and provides ongoing hardware maintenance. Extenway also licenses its applications software and provides ongoing software maintenance. In addition, Extenway receives management fees when hotel guests use some of the services available on the Extenway Solution such as virtual PC; in-room business center; high speed Internet, Internet games, video-on-demand and third party local services such as restaurant reservations, hotel reservations and local attractions.
Extenway's selling proposition is based upon the increased financial returns to the hotelier. The Extenway Solution enables significantly greater functionality and applications at a small premium to the alternative cost of putting in LCD displays and the Internet. According to assorted industry publications, the enhanced guest experience results in improved occupancy rates and cross-selling opportunities for the hotel.
Extenway Corporate Information
Extenway was incorporated under the Canada Business Corporations Act on April 26, 1999 as IRG - Infomedia Research Group Inc. Extenway changed its name to Extenway Solutions Inc. on October 28, 2003 and commenced operations shortly thereafter. The principal office of Extenway is located in Montreal, Quebec and its website address is www.extenway.com.
Extenway is in the process of completing a reorganization after which it will have 26,666,667 common shares (the "Extenway Common Shares") issued and outstanding and will have no stock options, warrants, anti dilution or other rights to purchase Extenway Common Shares outstanding, other than pursuant to an up to $1,700,000 financing (the "Extenway Financing") with Innovatech Quebec, John McAllister Holdings Inc. and David Brown.
Pursuant to the Extenway Financing, $1.7 million, of which $796,000 has been advanced to date, will be advanced to Extenway prior to completion of the Business Combination. Concurrent with the closing of the Business Combination, the amount outstanding under the Extenway Financing will be converted into Extenway Common Shares on the basis of one Extenway Common Share for each $0.30 principal amount.
The principal shareholders of Extenway are Innovatech Quebec, a $125 million venture capital fund owned by the Government of Quebec providing early stage financing to high-tech companies, John McAllister Holdings Inc, a holding company controlled by John McAllister the Chief Executive Officer of Extenway and David Brown the Chief Financial Officer of Extenway, both of Montreal, Quebec. Innovatech will own 62.5%, John McAllister Holdings Inc. will own 21.5%, and David Brown will own approximately 5% of the outstanding shares of Extenway after the reorganization and the Extenway Financing.
Based on unaudited management prepared financial statements for the ten months ended February 28, 2005, Extenway had revenue of $258,000, expenses of $3,502,000, a net loss of $3,244,000 and a working capital deficiency of $975,000, assets of $568,000 and liabilities of $1,548,000, excluding certain debt owed to related parties that will be converted into Extenway Common Shares as part of the reorganization and an amount of $796,000 outstanding under the Extenway Financing which will be converted into Extenway Common Shares concurrent with the closing of the Business Combination.
As at February 28, 2005, Finance I had net cash assets of approximately $1,700,000.
Directors and Officers of Extenway
The current directors of Extenway are John McAllister, Richard Laferriere and Lorne Zakaib.
John McAllister has been the Chairman and a Director of Extenway since October 2003 and has been the President and Chief Executive Officer since recently. Mr. McAllister has more than forty years of experience in the electronics industry. A pioneer in contract manufacturing in Canada, from 1983 to August 2001 he was a co-founder of C-MAC Industries Inc. and a founder, President and CEO of Primetech Electronics Inc. a public electronics manufacturing company listed on The Toronto Stock Exchange ("TSX"), that was acquired in August 2001 by Celestica Inc. for $260 million. Mr. McAllister remained as General Manager of Celestica Montreal from September 2001 through to February 2002. Since April 1983, Mr. McAllister has been the President of John McAllister Holdings Inc.
Richard Laferriere has been a Director of Extenway since October 2003. Mr. Laferriere is the Chairman of the Board and Chief Executive Officer of FRV Media Inc., a public television cinema and publishing company listed on TSX Venture Exchange Inc. ("TSX Venture") since June 2000. Mr. Laferriere was also the Chairman of the Board, Chief Executive Officer and Chief Financial Officer of Fiberoptic One Inc. from 2001 to September 2004, a public company that develops online collaboration software for IP Networks listed on TSX Venture that completed a business combination in September 2004 and is now called Globecom International Inc. Since 1995, Mr. Laferriere has been the Chairman of the Board of Warnex Inc., a public biotechnology company providing advanced diagnostic and quality control products and services, listed on TSX. He has also since 2003 been the Chairman of the Board of CorActive High-Tech Inc., a private company that designs and manufactures specialty optical fiber technologies.
Lorne Zakaib has been a Director of Extenway since October 2003. Mr. Zakaib has been an independent consultant since May 1995. As a consultant he has worked with Ernst & Young LLP and IBM in manufacturing and business process improvements. From 1996 to 1998, he was also a consulting General Manager to Heroux Landing Gear, a division of Heroux - Devtech Inc., a public company listed on TSX. Mr. Zakaib was the Executive Vice-President and Chief Operating Officer of SNC Industrial Technologies from 1989 to 1994. From May 1994 to May 1995, Mr. Zakaib was the Vice-President and General Manager of Circo-Craft Inc., an electronic manufacturing services company. Mr. Zakaib was the Site Manager of the IBM Bromont manufacturing facility with 3,000 employees, from 1980 to 1989. Mr. Zakaib has a Bachelor of Engineering degree from McGill University, Montreal, Quebec.
The current officers and key personnel of Extenway are John McAllister, Chairman, President and Chief Executive Officer; David Brown, Acting Chief Financial Officer; Michel Eric, Vice-President, Products & Technology; Barry Simcoe, Vice-President, Operations; Marguerite Bourgeois, Secretary and Legal Counsel; Mario Pelletier, Chief Technology Officer; and Freddy Kalles, Sales and Marketing.
David Brown has been the acting Chief Financial Officer of Extenway since March 2003. Mr. Brown was the Vice-President, Finance and Chief Financial Officer of Primetech Electronics Inc., a public electronics manufacturing company listed on TSX, from April 1992 to September 2001. Since September 2001, Mr. Brown has been the Secretary Treasurer and a Director of Primonics Inc., a private electronic product engineering development and IT service company. Prior to joining Primetech Electronics Inc., Mr. Brown occupied a number of financial positions at General Electric Canada. Mr. Brown holds a Bachelor of Commerce degree from Queens University in Kingston, Ontario.
Michel J. Eric has been the Vice-President, Products & Technology of Extenway since September 2004. Mr. Eric has over 30 years of experience in the telecommunications and information technology areas. He was the Vice-President and/or General Manager of the Products Unit of Ericsson Research Canada from June 1995 to June 2001. He was a Management Consultant at Virtual Telecommunications Services, a private telecommunications consulting company, from June 2001 to September 2004. Mr. Eric has acted as a strategic consultant with companies, industry associations and government agencies. His previous work experience includes as Vice-President, Network Operations with Rogers Cantel Inc. from 1988 to 1993. He has Bachelor and Master's degrees in Engineering from McGill University and Carleton University, respectively. He also has a Master of Science degree and a Ph.D in Engineering - Economic Systems from Stanford University, California.
Barry Simcoe has been the Vice-President, Operations of Extenway since March 2003. He was a consultant with Primetech Electronics Inc. from September 1998 to March 2003 providing investor relations support, facilities management for manufacturing, and marketing support. From August 1996 to September 1998, he was the Director of Business Development at Simtran Technologies Inc., a subsidiary of Primetech Electronics Inc. He has held key marketing, engineering development management, business development and operations positions with IBM Canada Inc., Hewlett-Packard Inc., Bell+Howell Inc. (Image Processing Division), Sun Microsystems Inc. and Silicon Graphics Inc.
Marguerite Bourgeois has been in private practice since January 2002 and, as such, the Legal Advisor for Extenway since February 2004. Prior to January 2002, Ms. Bourgeois was the Vice-President, Legal and Regulatory for Olameter Inc. from January 1999 to December 2001. Previously she held positions as Vice-President, Legal and Regulatory Affairs for Loto-Quebec and for Fonorola Inc., a public company listed on TSX. She holds a Bachelor of Civil Law degree and a Bachelor of Science degree from McGill University.
Freddy Kalles has been a Sales and Marketing Consultant for Extenway since 1984. He was the President of JobPlex Inc., a private company providing volume recruiting solutions, from April 2000 to January 2005. From 1984 to 1989, he founded and operated Kalevision Systems Inc., a North American hotel, entertainment and interactive television business that was purchased by Spectravision (On Command Corporation). He has also acted as a consultant to several technology and security-related companies.
Mario Pelletier has been the Chief Technology Officer of Extenway since April 2003. He is currently also the Chief Technical Officer of Primonics Inc., a private electronic product engineering development and IT services company, and has been since February 2003. Mr. Pelletier has over 18 years of work experience in the engineering, telecommunications and information technology sectors. He was the Vice-President Products, of the New Network Access Division from July 2000 to July 2002 of NMS Communications Inc. He was the Vice-President Engineering of InnoMedia Logic (IML) Inc. ("IML") from 1996 to July 2000 and was ATM Product Manager of IML from 1996 to 1997 previous work experience was in product marketing and program management positions at Primetech Electronics Inc. and the RCMP.
About the Proposed Qualifying Transaction
Finance I has entered into an arm's length letter agreement dated March 8, 2005 with Extenway and the principal shareholders of Extenway, pursuant to which the Corporation and Extenway have agreed to complete a business combination (the "Business Combination") to form a new company called Extenway Solutions Inc. ("NewCo"). The Business Combination is expected to constitute a Qualifying Transaction of the Corporation as defined in Policy 2.4 of the TSX Venture Corporate Finance Manual.
The Business Combination will be completed after Extenway has completed a private placement of up to 7,666,666 subscription receipts at a price of $0.30 per receipt for gross proceeds of a minimum of $1,300,000 and a maximum of $2,300,000 (the "Extenway Private Placement"). Extenway has engaged CTI Capital Inc. (the "Agent") to act as agent in connection with the Extenway Private Placement and in connection therewith the Agent will be paid a commission of 10% and a corporate finance fee of $15,000. In addition, the Agent will be granted agent's options (the "Extenway Agent's Options") to purchase 10% of the number of Extenway Common Shares issued pursuant to the conversion of the Subscription Receipts sold under the Extenway Private Placement plus an additional 40,000 Extenway Common Shares at a price of $0.30 per share for a period of eighteen (18) months. Each subscription receipt will entitle the holder to receive, for no additional consideration, one Extenway Common Share as follows: (i) at any time upon written notice from a holder to Extenway; (ii) automatically concurrent with the closing of the Business Combination such that each holder will receive Extenway Common Shares that will be converted pursuant to the Business Combination into NewCo Common Shares (as defined below); or (iii) at any time as determined by the Agent in its sole discretion.
Extenway intends to use the net proceeds of the Extenway Private Placement and the Extenway Financing to fund sales and marketing initiatives, the repayment of outstanding payables, ongoing software application development, and general working capital to be deployed according to a budget of Extenway to be in a form mutually agreed. After completion and conversion of the maximum Extenway Private Placement and the conversion of the Extenway Financing, Extenway will have 40,000,000 Extenway Common Shares and 806,666 Extenway Agent's Options outstanding.
Pursuant to the terms of the Business Combination: (i) the holders of the Extenway Common Shares (including the Extenway Common Shares to be issued upon conversion of the Extenway Financing) will receive one common share of NewCo (the "NewCo Common Shares") with a deemed value of $0.30 per share for each share owned for an aggregate deemed value of $8 million prior to completion of the Extenway Private Placement and $12 million assuming the completion of the maximum Extenway Private Placement; and (ii) the holders of the Finance I Common Shares will receive one NewCo Common Share for each share owned with a deemed value of $0.30 per share. The outstanding stock options and agent's options of Finance I and Extenway shall be replaced with stock options and agent's options of NewCo with identical terms.
After completion of the Business Combination, management of Finance I will consist of the current Extenway officers.
After completion of the Business Combination, the NewCo board of directors will consist of William Hess and Alain Lambert both current directors of Finance I, as well as John McAllister, Richard Laferriere, Francine Laurent and Lorne Zakaib.
Francine Laurent P.Eng., MBA is currently the President and Chief Executive Officer of Innovatech Quebec and has been since 1998. Innovatech Quebec is a $125 million venture capital fund owned by the Government of Quebec, providing early stage financing to high-tech companies. She is currently a board member of Societe Innovatech Quebec, Chaudiere-Appalaches, and Pole Quebec Chaudiere-Appalaches.
CTI Capital Inc., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Business Combination. An agreement to act as sponsor should not be construed as any assurance with respect to the merits of the Business Combination or the likelihood of completion.
The completion of the Business Combination is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of the Corporation for the Business Combination, shareholder approval of Extenway, satisfactory completion of due diligence reviews by the parties, board of directors approval of the Corporation and Extenway, the entering into of a formal agreement, the entering into of employment agreements and non-competition agreements with certain key personnel of Extenway, the completion of the Extenway Financing and its conversion into Extenway Common Shares, the completion of the Extenway Private Placement for minimum proceeds of $1,300,000, and certain other conditions.
Finance I announces it has reserved a price of $0.30 per share for the grant of stock options to acquire up to 4,000,000 Common Shares (the "Stock Options") in the event the Business Combination and the maximum Extenway Private Placement are completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options will be granted to directors, officers, employees and consultants of Finance I and Extenway, as determined by the Board of Directors of NewCo following the completion of the Business Combination.
The Business Combination will be an arm's length transaction as the directors and officers of the Corporation currently have no interest in Extenway.
As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
(Not for dissemination in the United States of America)
FOR FURTHER INFORMATION PLEASE CONTACT:
Canadian Public Venture Finance I Inc.
Alain Lambert
President of Finance I
(514) 219-7988
or
Extenway
John McAllister
President and Chief Executive Officer of Extenway
(514) 694-4866

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